Law Seminars International Presents

The Second Annual West Coast Forum on

Technology M&A

Learn about the changing market dynamics and new legal and business developments

September 10 & 11, 2007
Le Meridien San Francisco in San Francisco, CA
Register      Download PDF Brochure

Who Should Attend

In-house and private practice lawyers, CEOs, CFOs, corporate development officers, accountants, investment bankers

Why Attend

Technology M&A deals continue to make headlines and they're bigger and more complex than ever. Changing market dynamics, innovative deal structures, new market participants and far-reaching developments in the legal, tax, accounting, securities and antitrust areas have combined to change the "rules of the road" for technology companies and their advisors. This two-day program is designed to help in-house and private practice lawyers, CEOs, CFOs, corporate development officers, accountants, investment bankers and other professionals understand and meet the challenges of the new era of technology M&A. ~ Program Co-Chairs: Richard E. Climan, Esq., Keith A. Flaum, Esq. and Henry Lesser, Esq.

What You Will Learn

~ Structuring an M&A transaction ~ Trends in the M&A marketplace ~ Negotiating confidentiality and exclusivity agreements ~ Conducting the IP due diligence investigation ~ Negotiating the definitive acquisition agreement ~ Best practices for M&A integration ~ Assessing and addressing antitrust risk ~ Ramifications of recent Deleware decisions ~ Legal trends ~ Employee issues ~ Activities of private equity buyers in the tech sector ~ Ethical issues in the transactional setting

What Attendees Have Said About Similar Programs

--Seminar was very well done and perfectly tailored to a mixed audience of lawyers and business folks. --Knowledgeable, experienced speakers. --The Co-Chairs were all excellent. I especially enjoyed how they were able to place everything in a real-world context. -- The materials are excellent!

Agenda

Monday, September 10, 2007

8:00 am Registration and Continental Breakfast
8:30 am Introduction and Overview
  Richard E. Climan, Esq., Program Co-Chair
Cooley Godward Kronish LLP / Palo Alto, CA
  Keith A. Flaum, Esq., Program Co-Chair
Cooley Godward Kronish LLP / Palo Alto, CA
  Henry Lesser, Esq., Program Co-Chair
DLA Piper / East Palo Alto, CA
8:45 am The Basics -- Structuring the Tech M&A Transaction
  Sale of stock vs. sale of assets vs. merger; differences between acquisitions of public and private companies; using buyer's stock as acquisition currency; exchange ratio formulations; taxes; securities; earn-outs; 1-step v. 2-step acquisition structures
  Betsy E. Bayha, Esq., Senior VP, General Counsel and Secretary
Blue Coat Systems / Sunnyvale, CA
  Glen Arlen Kohl, Esq., Senior Vice President
Electronic Arts / Redwood City, CA
10:00 am Break
10:15 am The Tech M&A Marketplace in 2007 and Beyond
  General trends; private equity activity; strategic acquisitions; VC exits via M&A; hedge fund activity; hostile activity
  Mark H. Harnett, President
MacKenzie Partners, Inc. / New York, NY
  General trends; strategic acquisitions; VC exits via M&A; private equity activity; hedge fund activity; hostile activity
  Ian D. Campbell, Managing Director- West
The Abernathy MacGregor Group / Los Angeles, CA
  Jack MacDonald, Managing Director
Merrill Lynch & Co. / Palo Alto, CA
12:00 pm Lunch (on your own)
1:15 pm Negotiating the Preliminary Documents: Confidentiality Agreements and Exclusivity Agreements
  Residuals clauses; standstill provisions and related "fall-aways"; other provisions; fiduciary and disclosure considerations
  Brian H. Levey, Esq., Vice President, Deputy General Counsel and Assistant Secretary
eBay Inc. / San Jose, CA
  J. Michael Vaughn, Esq., Vice President, General Counsel and Secretary
Quest Software, Inc. / Aliso Viejo, CA
2:30 pm Conducting the IP "Due Diligence" Investigation
  Privacy issues; open source issues; change in control/anti-assignment clauses; special procedures for sharing highly sensitive information
  Eric M. Reifschneider, Esq.
Cooley Godward Kronish LLP / Palo Alto, CA
  Maureen S. Dorney, Esq.
DLA Piper / East Palo Alto, CA
3:30 pm Break
3:45 pm Negotiating the Definitive Acquisition Agreement
  Walk rights, including "mac" outs and litigation outs; indemnification and related provisions, including "sandbagging" clauses and escrow provisions; deal protections, including break-up fees and no-shop/no-talk restrictions; other provisions
  William M. Kelly, Esq.
Davis Polk & Wardwell / Menlo Park, CA
  Kenton J. King, Esq.
Skadden Arps Slate Meagher & Flom / Palo Alto, CA
5:00 pm Reception for Attendees & Faculty Sponsored by Cooley Godward Kronish LLP and DLA Piper

Tuesday, September 11, 2007

8:00 am Registration and Continental Breakfast
8:30 am M&A Integration
  The relationship between strategic planning, due diligence and integration; best practices for successful integration; avoiding common pitfalls; measuring effectiveness
  Al Ansari, President
M&A Alliance, Inc. / San Mateo, CA
  Paul Weiskopf, Vice President, Corporate Development
Adobe Systems Incorporated / San Jose, CA
  Dan Mosher, Vice President of Operations and Business Development
Frengo Corporation / Redwood City, CA
9:30 am Antitrust Issues
  Gun jumping; ramifications of the PeopleSoft decision; innovation markets; reverse break-up fees, divestiture commitments and other key provisions to be negotiated
  Karen E. Silverman, Esq.
Latham & Watkins LLP / San Francisco, CA
  Susan Creighton, Esq.
Wilson Sonsini Goodrich & Rosati PC / Reston, VA
  Michael H. Knight, Assistant Director
Bureau of Competition - Federal Trade Commission / Washington, DC
10:45 am Break
11:00 am Recent Legal Developments
  Recent Delaware decisions; fairness opinions; amendments to SEC Rule 14d-10
  Richard Capelouto, Esq.
Simpson Thacher & Bartlett LLP / Palo Alto, CA
  Michael J. Kennedy, Esq.
O'Melveny & Myers LLP / San Francisco, CA
  Mark A. Morton, Esq.
Potter Anderson & Corroon LLP / Wilmington, DE
12:30 pm Lunch (on your own)
1:45 pm Employee Issues
  Equity compensation in light of option expensing; Jobs Creation Act (IRC sec. 409A) issues; non-competition and nonsolicitation agreements
  Scott P. Spector, Esq.
Fenwick & West LLP / Mountain View, CA
  Christine L. Richardson, Esq.
Pillsbury Winthrop Shaw Pittman LLP / San Francisco, CA
2:45 pm Break
3:00 pm Private Equity
  How the boom in private equity M&A is affecting the technology sector; special considerations when evaluating, structuring, negotiating and financing a private equity acquisition or disposition in the tech sector
  David Helfrich, Managing Director
Garnett & Helfrich Capital / San Mateo, CA
  Gregory H. Williams, Director
CapitalSource Finance LLC / Chevy Chase, MD
  Brian Sherer, Managing Director
Silicon Valley Bank / Palo Alto, CA
4:00 pm Ethical Issues in the Transactional Setting
  The "anti-contact" rule; truthfulness in negotiations; addressing conflicts of interest
  John Steele, Esq.
Fish & Richardson P.C. / Redwood City, CA
  Pamela Phillips, Esq.
Howard Rice Nemeroski Canady Falk & Rabkin / San Francisco, CA
5:00 pm Evaluations and Adjourn

Tuition

Regular tuition for this program is $995 with a group rate of $895 each for two or more registrants from the same firm. For government employees, we offer a special rate of $795. For students and people in their job for less than a year, our rate is $497.50. All rates include admission to all seminar sessions, food and beverages at breaks, and all course materials. Make checks payable to Law Seminars International.

Cancellation & Substitution

You may substitute another person at any time. We will refund tuition, less a $50 cancellation fee, if we receive your cancellation by 5:00 p.m. on Tuesday, September 4, 2007. After that time, we will credit your tuition toward attendance at another program or the purchase of a homestudy. There is a $25 cancellation fee for Course Materials orders and $50 for Homestudy orders.

Continuing Education Credits

Law Seminars International is a State Bar of California approved MCLE provider. This program qualifies for 13.5 California MCLE credits including 1 ethics. Upon request, we will apply for CLE credits in other states and other types of credits.

Location

The conference will be held at the Le Meridien San Francisco at 333 Battery Street in San Francisco, CA 94111. Call the hotel directly at (415) 392-1234 for reservations at the special negotiated rate of $359 and mention that you are attending a Law Seminars International conference. Rooms are on a first come, first served basis.
More about the Location
Map & Directions

If You Cannot Attend

Our complete Homestudy Course, consisting of a VHS or DVD recording and the written course materials, is available for $1005. The written course materials alone are available for $100. We will ship your homestudy order via UPS ground within two weeks after the seminar or the date we receive payment (whichever is later).
Order Homestudy

Faculty Bios

Richard E. Climan, Program Co-Chair, partner at Cooley Godward Kronish LLP, heads the firm's M&A Group and has been involved in some of the most prominent M&A transactions in the technology sector. He has chaired the ABA Business Law Section's Committee on Negotiated Acquisitions and, in 2006, was named one of the 100 most influential lawyers in America by "The National Law Journal."
Full bio and contact info for Richard E. Climan at Cooley Godward Kronish LLP

Keith A. Flaum, Program Co-Chair, partner in the Cooley Godward Kronish LLP Mergers & Acquisitions Group, practices in the area of mergers & acquisitions where he represents both public and private companies in the information technology and life sciences industries. He was named by "American Lawyer" as a "Dealmaker of the Year" and by "California Lawyer" as a "California Lawyer of the Year," 2006.
Full bio and contact info for Keith A. Flaum at Cooley Godward Kronish LLP

Henry Lesser, Program Co-Chair, partner at DLA Piper, focuses on mergers and acquisitions, corporate governance and private equity and securities transactions and is in "Best Lawyers in America," "Global Counsel 3000," "Chambers USA," Northern California Super Lawyers top 100, and Mergers and Acquisitions Super Lawyers lists of "Law and Politics Magazine/San Francisco Magazine."
Full bio and contact info for Henry Lesser at DLA Piper

Al Ansari is the President and Co-Founder of M&A Alliance, Inc. Previously, he was a Senior Manager of Operations and a core member of M&A for VeriSign and is Chair for M&A Corner at EPIC, LinkSV.com and for the ACG membership committee.

Betsy E. Bayha is Senior VP, General Counsel and Secretary at Blue Coat Systems. Previously, she was Senior Vice President, General Counsel and Secretary of NetIQ Corporation.

Ian D. Campbell, Managing Director - West, founded and heads the West Coast offices of The Abernathy MacGregor Group. Previously, he served Governor George Deukmejian as Deputy Director of the California Department of Commerce.

Richard Capelouto, partner in Simpson Thacher & Bartlett LLP's corporate department, advises clients in M&A and securities law matters, such as VERITAS Software in its merger with Symantec, and NBC and CNBC in their joint venture with Dow Jones.

Susan Creighton, partner in Wilson Sonsini Goodrich & Rosati PC's antitrust and trade regulation practice, was Director of Competition at the Federal Trade Commission and law clerk for Justice Sandra Day O'Connor.

Maureen S. Dorney is a partner at DLA Piper, concentrating in Internet and electronic commerce, networking and wireless agreements, electronic and wireless gaming agreements, software licensing, strategic intellectual property counseling, copyright and trademark.

Mark H. Harnett, President and a co-founder at MacKenzie Partners, Inc., is actively involved in large corporate transactions. Previously, he was Chief Legislative Assistant to Wisconsin State Senator Susan Engeleiter.

David Helfich, Managing Director, Garnett & Helfrich Capital, helped found and build a number of the most successful and innovative networking companies in the industry including Newbridge Networks, Ascend Communications, Centrum Communications/3Com and Copper Mountain Networks.

William M. Kelly is a member of Davis Polk & Wardwell's Corporate Department representing technology companies and their investors. Previously, he was at Silicon Graphics where he was general counsel, acting chief financial officer and senior vice president.

Michael J. Kennedy, partner, O'Melveny & Myers LLP, concentrates his practice on mergers, acquisitions, divestitures, corporate partnering, joint ventures and corporate governance and advises boards on hostile transactions, proxy fights and other governance matters.

Kenton J. King, partner at Skadden Arps Slate Meagher & Flom, focuses on corporate and securities law matters in the United States and internationally. He has been named by California Lawyer, San Francisco Magazine and best Lawyers in America as a top corporate and M&A lawyer.

Michael H. Knight is an Assistant Director of the Federal Trade Commission's Bureau of Competition where he heads the Bureau's Mergers ll Division. Previously, he was a trial attorney at the U.S. Department of Justice Antitrust Division.

Glen Arlen Kohl joined Electronic Arts as Senior Vice President - Tax and Treasury. Previously he was selected by the Clinton Administration as a legislative counsel and later a deputy assistant secretary for tax policy in the Treasury Department.

Brian H. Levey is eBay Inc.'s Vice President, Deputy General Counsel, Corporate and Assistant Secretary. In 2006 he was recognized in Lawdragon's 500 "New Stars" in the U.S. and in 2007 he was recognized as one of the "Top 20 to Watch Under 40" attorneys in California by the "Daily Journal".

Jack MacDonald is a Managing Director and Head of the Technology M&A Group with Merrill Lynch & Co. where he focuses on a broad base of technology clients.

Mark A. Morton, partner, Potter Anderson & Corroon LLP, concentrates his practice on corporate counseling, governance and opinion work. He has been named by Chambers USA: America's Leading Lawyers for Business as a leading Delaware Corporate/M&A practitioner.

Dan Mosher manages Frengo's operations, marketing and business development activities including its relationships with mobile operators. Previously, he managed VeriSign's Mobile Content Services efforts in North America, including GM of Jamster and served on the board of Intermix/MySpace.

Pamela Phillips is the Director of the Litigation Department at Howard Rice Nemeroski Canady Falk & Rabkin. She was recognized in California Lawyer magazine as one of the premier defense lawyers in the field of malpractice.

Eric M. Reifschneider is a partner in the Technology Transactions Practice Group of Cooley Godward Kronish LLP. In 2006 he was recognized in Lawdragon's 500 New Stars and recognized as one of "Daily Journal's" "Top 20 to Watch Under 40" attorneys in California.
Full bio and contact info for Eric M. Reifschneider at Cooley Godward Kronish LLP

Christine L. Richardson, partner of the Executive Compensation & Benefits practice group at Pillsbury Winthrop Shaw Pittman LLP, provides advice on employee benefits. She was named a Northern California SuperLawyer in 2004-2006.

Brian Sherer is Managing Director of Corporate Finance for Silicon Valley Bank responsible for arranging and structuring debt and banking solutions to select technology and life sciences firms focusing on those with private equity backing.

Karen E. Silverman is a litigation partner at Latham & Watkins LLP and a member of the Global Antitrust Competition Practice Group. She is recognized by the Chambers & Partners USA Guide as a leading California Antitrust Attorney.

Scott P. Spector of Fenwick & West LLP, is a partner in the Corporate Group and Chair of the Executive Compensation and Employee Benefits Group focusing his practice on serving technology and software clients in establishing and administering equity compensation with emphasis on mergers and acquisitions.

John Steele is the Ethics & Conflicts Director and Special Counsel for Fish & Richardson P.C. Previously, he was a Shareholder with Rogers Joseph O'Donnell & Phillips and was Ethics Partner at Fenwick & West LLP.

J. Michael Vaughn is Vice President, General Counsel and Secretary for Quest Software, Inc., a provider of database, application and infrastructure management software solutions.

Paul Weiskopf is Vice President, Corporate Development, Adobe Systems Incorporated. Previously, he was vice president of strategy and corporate development at Hewlett-Packard.

Gregory H. Williams, Director, manages the Technology Finance group within CapitalSource Finance LLC's Corporate Finance Division. Previously with the Sturm Group he led technology investing and co-managed the fund.

Firm Links

Cooley Godward Kronish LLP
Skadden Arps Slate Meagher & Flom